Nuvve (NVVE) to swap 23.8M warrants for 13.1M shares and amend preferred terms
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Nuvve Holding Corp. entered into a securities exchange and omnibus amendment agreement with holders of warrants exercisable for up to 23,831,137 common shares. These existing warrants will be exchanged for 13,107,127 common shares, or equivalent pre-funded warrants with a nominal $0.0001 exercise price, subject to stockholder approval.
The deal also removes the Series A preferred stock floor price (pending approval), terminates additional investment rights and an equity line agreement, and revises participation rights in future financings. Nuvve granted registration rights for the exchanged and related shares, with liquidated damages and an 18% annual interest rate if registration timing milestones are missed.
Positive
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Negative
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Insights
Nuvve is simplifying its warrant overhang but reshaping dilution mechanics.
Nuvve agreed to exchange warrants exercisable for up to 23,831,137 common shares into 13,107,127 shares or pre-funded warrants. This consolidates derivative overhang into a fixed equity amount, contingent on stockholder approval of the exchange and related preferred stock changes.
The amendment to the Series A Convertible Preferred Stock removes the defined floor price for conversion adjustments, which can increase dilution sensitivity to future pricing. At the same time, terminating additional investment rights and an equity line agreement narrows other dilution paths tied to those contracts.
A new registration rights agreement requires Nuvve to file within five days and obtain effectiveness within 30 days for the covered shares. Missing these deadlines triggers liquidated damages of 1.5% of original subscription amounts plus 18% annual interest if unpaid, creating meaningful financial incentives to meet registration milestones.
8-K Event Classification
5 items: 1.01, 1.02, 3.02, 3.03, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Existing warrants scope: 23,831,137 shares
Exchange consideration: 13,107,127 shares
Current warrant exercise price: $0.4734 per share
+5 more
8 metrics
Existing warrants scope
23,831,137 shares
Aggregate shares underlying existing warrants covered by the exchange
Exchange consideration
13,107,127 shares
Common shares or pre-funded warrants to be issued in the exchange
Current warrant exercise price
$0.4734 per share
Exercise price of 2024 and 2025 private placement and AIR warrants
Pre-funded warrant exercise price
$0.0001 per share
Nominal exercise price for new pre-funded common stock purchase warrants
Nasdaq issuance threshold
19.99% of common stock
Stockholder approval required for issuances above this level
Registration filing deadline
5 days
Time after execution of registration rights agreement to file statement
Liquidated damages rate
1.5%
Applied to subscription amounts if registration timing milestones are missed
Default interest on damages
18% per annum
Interest rate if liquidated damages remain unpaid beyond seven days
Key Terms
Pre-Funded Warrants, Series A Convertible Preferred Stock, Floor Price, Additional Investment Rights, +2 more
6 terms
Pre-Funded Warrants financial
"such warrants, the “Pre-Funded Warrants”, and such shares of Common Stock issuable upon exercise thereof"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Series A Convertible Preferred Stock financial
"the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Floor Price financial
"to remove the Floor Price (as defined therein) as a limitation on adjustments"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
Additional Investment Rights financial
"the “2024 Additional Investment Right” and together with the 2025 Additional Investment Right, the “Additional Investment Rights”"
Registration Rights Agreement regulatory
"entered into a registration rights agreement (the “Registration Rights Agreement)"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
liquidated damages financial
"the Company will be liable for liquidated damages of 1.5% multiplied by the aggregate subscription amount"
A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.
FAQ
What securities are being exchanged in Nuvve (NVVE)'s May 2026 agreement?
Nuvve is exchanging existing warrants exercisable for up to 23,831,137 common shares into 13,107,127 common shares or pre-funded warrants. The pre-funded warrants carry a nominal $0.0001 exercise price, keeping economics similar while simplifying the capital structure once stockholders approve the transaction.
What changes are being made to Nuvve (NVVE) Series A Convertible Preferred Stock?
Nuvve and Series A preferred holders agreed to amend the certificate of designation to remove the Floor Price limitation on conversion price adjustments. This increases flexibility for price-based anti-dilution adjustments, but it first requires approval at a special stockholder meeting planned on or before July 27, 2026.
What registration rights did Nuvve (NVVE) grant in this transaction?
Nuvve agreed to register the resale of exchange shares, pre-funded warrant shares, and Series A conversion shares. It must file a registration statement within five days and have it effective within 30 days, or pay liquidated damages of 1.5% of subscription amounts plus potential 18% annual interest.
What agreements are being terminated in Nuvve (NVVE)'s May 2026 exchange?
The holders are terminating their 2024 and 2025 Additional Investment Rights upon closing, and Nuvve is terminating a November 2025 equity line (ELOC) agreement. Investors also agreed to forgo exercising additional investment rights and existing warrants between May 12, 2026 and July 27, 2026.
What stockholder approvals does Nuvve (NVVE) need for this exchange?
Nuvve will seek stockholder approval to issue exchange and pre-funded warrant shares above Nasdaq’s 19.99% threshold and to remove the Series A preferred Floor Price. A special meeting is planned on or before July 27, 2026, and closing occurs after these approvals and other conditions are satisfied.